fs-8.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FULTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania
23-2195389
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

One Penn Square
P.O. Box 4887
Lancaster, PA  17604
(Address of Principal Executive Offices)

Fulton Financial Corporation 401(k) Retirement Plan
(Full title of the plan)

 
R. Scott Smith, Jr., Chairman
and Chief Executive Officer
Fulton Financial Corporation
One Penn Square, P.O. Box 4887
Lancaster, PA  17602-2893
with a copy to:
George R. Barr, Jr., Esq.
General Counsel
Fulton Financial Corporation
One Penn Square
P.O. Box 4887
Lancaster, PA 17602-2893
 
Kimberly J. Decker, Esq.
Barley Snyder LLC
126 East King Street
Lancaster, PA  17604
 (Name and address of agent for service)

(717) 291-2411­
(Telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “Large accelerated filer”, “accelerated filers” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer X                                                                                Accelerated filer __
Non-accelerated filer __                                                                                Smaller reporting company __

Calculation of Registration Fee

 
 
Title of securities
to be registered
 
Amount to be
registered (1)
Proposed maximum offering
price per share(2)
Proposed maximum aggregate offering price
Amount of
registration fee
Common Stock
$2.50 par value per share
 1,200,000
$9.67
$11,604,000.00
$827.37

 (1)
Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares of common stock of Fulton Financial Corporation registered hereby as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock.
(2)
Determined, in accordance with Rule 457(c) and (h), upon the basis of the average of the high and low prices reported on NASDAQ of July 19, 2010, of the $2.50 par value per share common stock of Fulton Financial Corporation.

 
The contents of the earlier Registration Statement No. 333-76594, filed with the Securities and Exchange Commission, are hereby incorporated by reference.

 
 
 

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, Commonwealth of Pennsylvania on July 20, 2010.

        FULTON FINANCIAL CORPORATION

        By: /s/ R. Scott Smith, Jr.      
 
       R. Scott Smith, Jr.
       Chairman and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below also constitutes and appoints George R. Barr, Jr. and Charles J. Nugent and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature
 
Capacity
Date
 
 
/s/ Jeffery G. Albertson
Jeffrey G. Albertson
Director
 
 
July 20, 2010
 
/s/ John M. Bond, Jr.
John M. Bond, Jr.
Director
 
 
July 20, 2010
 
/s/ Donald M. Bowman, Jr.
Donald M. Bowman, Jr.
Director
 
 
July 20, 2010
 
/s/ Dana A. Chryst
Dana A. Chryst
Director
 
 
July 20, 2010
 
/s/ Craig A. Dally
Craig A. Dally
Director
 
 
July 20, 2010
 
/s/ Rufus A. Fulton, Jr.
Rufus A. Fulton, Jr.
Director
 
 
July 20, 2010
 
/s/ George W. Hodges
George W. Hodges
Director
 
 
July 20, 2010
 
/s/ Willem Kooyker
Willem Kooyker
Director
 
 
July 20, 2010

 
 
 
 
 
/s/ Donald W. Lesher, Jr.
Donald W. Lesher, Jr.
Director
 
 
July 20, 2010
 
/s/ John O. Shirk
John O. Shirk
Director
 
 
July 20, 2010
/s/ R. Scott Smith, Jr.
R. Scott Smith, Jr.
 
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
 
 
 
July 20, 2010
 
/s/ E. Philip Wenger
E. Philip Wenger
 
President, Chief Operating Officer and Director
 
 
July 20, 2010
/s/ Charles J. Nugent
Charles J. Nugent
 
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
 
 
 
July 20, 2010
 
/s/ Beth Ann L. Chivinski
Beth Ann L. Chivinski
 
Executive Vice President and Controller (Principal Accounting Officer)
 
 
 
July 20, 2010


 
 
 

 
 
EXHIBIT INDEX

5.1
Opinion of Barley Snyder, LLC
23.1
Consent of KPMG, LLC
23.2         Consent of Barley Snyder, LLC (included as part of Exhibit 5)